March
      ,
      2006

    375
      Park
      Avenue

    New
      York,
      NY 10152

    


    Re:
      Global Technology Industries, Inc. 

     

    Ladies
      and Gentlemen: 

     

    This
      letter will confirm the agreement of GTI Holdings, LLC to purchase warrants
      (“Warrants”) of Global Technology Industries, Inc. (“Company”) included in the
      units (“Units”) being sold in the Company’s initial public offering (“IPO”) upon
      the terms and conditions set forth herein. Each Unit is comprised of one share
      of common stock, par value $.0001 per share, of the Company (the “Common Stock”)
      and one Warrant to each purchase one share of Common Stock. The shares of Common
      Stock and Warrants will not be separately tradable until 90 days after the
      effective date of the Company’s IPO unless Morgan Joseph & Co. Inc. (the
“Representative”) informs the Company of its decision to allow earlier separate
      trading. 

     

    GTI
      Holdings, LLC agrees that on the date hereof it will enter into an agreement
      or
      plan in accordance with the guidelines specified by Rule 10b5-1 under the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”), with an
      independent broker-dealer (the “Broker”) registered under Section 15 of the
      Exchange Act which is neither affiliated with the Company, the Representative,
      nor part of the underwriting or selling group, pursuant to which the Broker
      will
      purchase up to $500,000 of Warrants in the public marketplace for GTI Holdings,
      LLC’s account during the forty-trading day period commencing on the later of (i)
      the date separate trading of the Warrants has commenced or (ii) 60 calendar
      days
      after the end of the restricted period under Regulation M, at market prices
      not
      to exceed $1.20 per Warrant (“Maximum Warrant Purchase”). GTI Holdings, LLC
      shall instruct the Broker to fill such order in such amounts and at such times
      as the Broker may determine, in its sole discretion, during the forty-trading
      day period described above. 

     


      As
        of the
        date hereof, GTI Holdings, LLC represents and warrants that it is not aware
        of
        any material nonpublic information concerning the Company or any securities
        of
        the Company and is entering into this agreement in good faith and not as
        part of
        a plan or scheme to evade the prohibitions of Rule 10b5-1. GTI Holdings,
        LLC
        agrees that while this agreement is in effect, GTI Holdings, LLC shall comply
        with the prohibition set forth in Rule 10b5-1(c)(1)(i)(C) against entering
        into
        or altering a corresponding or hedging transaction or position with respect
        to
        the Company’s securities. GTI Holdings, LLC further agrees that it shall not,
        directly or indirectly, communicate any material nonpublic information relating
        to the Company or the Company’s securities to any employee of the Representative
        or the Broker. GTI Holdings, LLC does not have, and shall not attempt to
        exercise, any influence over how, when or whether to effect purchases of
        Warrants pursuant to this agreement or the plan or agreement with the Broker.
        


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    GTI
      Holdings, LLC shall instruct the Broker to make, keep and produce promptly
      upon
      request a daily time-sequenced schedule of all Warrant purchases made pursuant
      to this agreement, on a transaction-by-transaction basis, including (i) size,
      time of execution, price of purchase; and (ii) the exchange, quotation system
      or
      other facility through which the Warrant purchase occurred. 

     

    GTI
      Holdings, LLC agrees: (i) not to sell or transfer any of the Warrants purchased
      by it pursuant to this letter agreement until after the consummation a Business
      Combination (as defined in the Certificate of Incorporation of the Company);
      and
      (ii) the certificates for such Warrants shall contain a legend indicating such
      restriction on transferability. 

     

    IN
      WITNESS WHEREOF, the undersigned has executed this agreement as of the date
      first written above.

     

     

    
      	 	 GTI HOLDINGS, LLC
	 	 
	 	 By:
              _______________________________
	 	 
	 	 Name: _____________________________ 
	 	 
	 	 Title:
              ______________________________


    

    


     

    
      
        
        

      

      
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